PR Newswire/Les Echos/
PRESS release
N° 42-09
Details of the company's share buy-back programme as authorised by the ordinary
and extraordinary general meeting dated 3 June 2009
The purpose of this paper is to describe the objectives and conditions of the
Company's new share buy-back programme in accordance with Articles 241-1 et seq.
of the General Regulations of the Autorité des Marchés Financiers ("AMF"), the
French financial markets regulator, and with European Regulation no. 2273/2003.
I - GENERAL SHAREHOLDERS MEETING THAT AUTHORISED THE PROGRAMME - LEGAL FRAMEWORK
This share buy-back programme was authorised by the sixth ordinary resolution of
the ordinary and extraordinary shareholders' meeting of 3 June 2009, and agreed
on by the Management Board during its 27 July 2009 meeting.
II - NUMBER OF SHARES AND EQUITY INTEREST HELD BY THE COMPANY
As at 27 July 2009, the Company's share capital comprised 18,755,901 shares and
the Company held 52,323 of its own shares representing 0.28% of share capital.
Saft Groupe SA shares are listed on EUROLIST of NYSE EURONEXT Paris
(Compartment B) ISIN code: FR 0010208165.
III - OBJECTIVE OF THE NEW SHARE BUY-BACK PROGRAMME
The programme's sole objective, as authorised at the 3 June 2009 general
meeting, is to improve the share's secondary market or ensure the liquidity of
the share via the intervention of an investment services firm acting
independently under a liquidity contract complying with the code of ethics
recognised by the Autorité des Marchés Financiers.
IV - MAXIMUM PROPORTION OF SHARE CAPITAL, MAXIMUM NUMBER OF SHARES THAT MAY BE
ACQUIRED UNDER THE NEW SHARE BUY-BACK PROGRAMME
The maximum equity interest that the Company is entitled to acquire under the
new share buyback programme, as authorised by the 3 June 2009 general meeting,
is 0.73% of the total number of shares, which will be adjusted for any
transactions affecting share capital subsequent to said general meeting. For
indication purposes, as at 27 July 2009 the maximum limit amounted to 136,918
shares.
The number of shares used to calculate 0.73% of share capital corresponds to the
number of shares purchased less shares sold during the term of the authorisation
granted by the general meeting.
V - MAXIMUM PURCHASE PRICE AND MAXIMUM AMOUNT OF FUNDS ALLOCATED TO THE
PROGRAMME
The maximum share purchase price established by the 3 June 2009 general meeting
is EUR35 per share.
Based on the maximum 0.73% limit of share capital that the Company may hold of
its own shares, which for indication purposes amounted to 136,918 shares as at
27 July 2009, the maximum theoretical investment that may be allocated to the
buy-back amounts to EUR4,792,130, based on a maximum authorised purchase price
of EUR35 per share.
VI - TERM OF THE SHARE BUY-BACK PROGRAMME
The authorisation is granted for a maximum of 18 months, from the general
meeting dated 3 June 2009 until 2 December 2010.
This programme takes effect as from 28 July 2009 and will supersede the former
programme implemented by virtue of the authorisation granted by the general
meeting dated 6 June 2007. The former programme has been suspended since 6
December 2008.
Throughout the entire execution of the new buy-back programme, any material
modification in any information stated above will be published based on the
procedures stipulated under Article 221-3 of the AMF's General Regulations.
VII- RESULTS OF THE FORMER SHARE BUY-BACK PROGRAMME
The general meeting dated 6 June 2007 authorised a share buy-back programme with
an 18-month term, which was not renewed by the general meeting dated 16 June
2008 and expired on 6 December 2008.
The objective of the former share buy-back programme was to improve the share's
secondary market or ensure the Company's share liquidity via the intervention of
an investment services firm acting independently under a liquidity contract
complying with a code of ethics recognised by the Autorité des Marchés
Financiers. The investment services firm engaged to ensure liquidity of Saft
shares was Exane BNP Paribas (16 avenue Matignon - 75008 Paris) which held funds
of EUR1,700,000 for this purpose. This liquidity contract between the Company
and Exane BNP Paribas has been suspended for an indefinite term since 6 December
2008.
During 2008, the Company executed the following purchases and sales of its own
shares:
* Purchases: 167,483 shares at an average purchase price of EUR25.37 per share,
* Sales: 146,706 shares at an average sales price of EUR26.19 per share.
A total of 314,189 shares were traded under the liquidity contract in 2008. The
Company did not incur any trading costs in respect of these transactions.
As at 31 December 2008, the Company held 52,323 of its own shares representing
0.28% of share capital. Their total value, at cost and as at the same date,
amounted to EUR1,175,753. Their market value at 31 December 2008 was
EUR1,009,834.
About Saft
Saft (Euronext: Saft) is a world specialist in the design and manufacture of
high-tech batteries for industry. Saft batteries are used in high performance
applications, such as industrial infrastructure and processes, transportation,
space and defence. Saft is the world's leading manufacturer of nickel-cadmium
batteries for industrial applications and of primary lithium batteries for a
wide range of end markets. The group is also the European leader for specialised
advanced technologies for the defence and space industries. With approximately
4,000 employees worldwide, Saft is present in 18 countries. Its 15 manufacturing
sites and extensive sales network enable the group to serve its customers
worldwide. Saft is listed in the SBF 120 index on the Paris Stock Market.
For more information, visit Saft at www.saftbatteries.com
Press and Investors Relations Contacts:
Saft
Jill Ledger, Corporate Communications and Investor Relations Director
Tel.: +33 1 49 93 17 77, jill.ledger@saftbatteries.com
Financial Dynamics
Stéphanie Bia, Tel.: +33 1 47 03 68 16, stephanie.bia@fd.com
Yannick Duvergé, Tel.: +33 1 47 03 68 10, yannick.duverge@fd.com
Clément Bénétreau, Tel.: +33 1 47 03 68 12, clement.benetreau@fd.com
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